Exhibit 10.4

                             SUBSCRIPTION AGREEMENT

To: Easy-Energy Inc. (the "Corporation" or the "Issuer")
    Address: 49 Ha'aroshet St., Karmiel 20100 Israel

The undersigned (the "Subscriber")  hereby  acknowledges that the Corporation is
proceeding  with a private  placement of units (each, a "Unit"),  with each Unit
consisting of (i) ten common stock shares par value  $0.00001of the  Corporation
(a "Share") and (ii) thirty warrants to purchase Shares  ("Warrant");  each full
Warrant will entitle the holder to purchase one  additional  Share at a price of
$0.27 per Share if  exercised on or before the date that is five (5) years after
the date of the issuance of the Warrant.  The  Subscriber  hereby tenders to the
Corporation this  subscription  offer which, upon acceptance by the Corporation,
will  constitute  an agreement of the  Subscriber  to  subscribe  for,  take up,
purchase and pay for and, on the part of the  Corporation,  to issue and sell to
the Subscriber the number of Units set out below on the terms and subject to the
conditions set out in this Agreement.

              Number of Units:                        ______________

              Total Purchase Price at $1.70 per Unit: $_____________

DATED this 28 day of February, 2008.

___________________________________          ___________________________________
(Name of Subscriber - please print)          (Subscriber's Address)

by:________________________________          ___________________________________
(Official Capacity or Title - please print)
                                             ___________________________________
                                             (Telephone Number)

___________________________________          ___________________________________
Authorized Signature                         (Facsimile Number)

___________________________________          ___________________________________
(Please  print  name of  individual
whose  signature  (E-mail  Address)
appears above if different than the
name  of  the  Subscriber   printed
above).

If Registration or delivery  instructions  are different from the address listed
above, please advise the Issuer at the time of subscription.

This subscription is accepted by the Corporation this __ day of February, 2008.

Easy-Energy Inc.

Per:
___________________________________
Authorized Signatory
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1. INTERPRETATION

1.1. In this Agreement, unless the context otherwise requires:

     "1933 ACT" means the United States SECURITIES ACT OF 1933, as amended;

     "ACCREDITED INVESTOR" has the meaning set forth in Appendix I hereto;

     "CLOSING"  means the day on which  the  transaction  hereof is  consummated
     pursuant to the terms of Section 5 below;

     "COMMISSION" means the United States Securities and Exchange Commission;

     "EXEMPTION"  means the exemptions  from the prospectus  requirements of the
     1933 Act;

     "PARTIES" or "PARTY" means the Subscriber,  the Corporation or both, as the
     context requires;

     "PRIVATE PLACEMENT" means the offering of the Units by the Issuer;

     "PRICE PER SHARE" means the price per Share paid by the  Subscriber  at the
     time of the Closing;

     "REGULATION S" means Regulation S promulgated under the 1933 Act;

     "REGULATORY AUTHORITIES" means the Commission and the securities regulatory
     authorities in an international jurisdiction;

     "SHARES"  means  shares of  common  stock  par  value  $0.00001each  of the
     Corporation;

     "SUBSCRIBER" has the meaning ascribed to it on the cover page;

     "SUBSCRIBER'S  UNITS" means those Units which the  Subscriber has agreed to
     purchase under this Agreement;

     "SUBSCRIPTION  PROCEEDS"  means the total gross  proceeds  from the sale of
     Units under the Private Placement;

     "UNITED  STATES" means the United States of America,  its  territories  and
     possessions, any state of the United States and the District of Columbia;

     "U.S.  PERSON" has the  meaning  ascribed to it in  Regulation  S.  Without
     limiting the foregoing,  but for greater clarity in this Agreement,  a U.S.
     Person  includes,  subject to the exclusions set forth in Regulation S, (i)
     any natural person  resident in the United States,  (ii) any partnership or
     corporation  organized or incorporated under the laws of the United States,
     (iii) any estate or trust of which any executor,  administrator  or trustee
     is a U.S. Person, (iv) any discretionary  account or similar account (other
     than an  estate or trust)  held by a dealer or other  fiduciary  organized,
     incorporated,  or (if an individual) resident in the United States, and (v)
     any partnership or corporation  organized or incorporated under the laws of
     any non-U.S.  jurisdiction which is formed by a U.S. Person principally for
     the purpose of investing in securities not  registered  under the 1933 Act,
     unless it is organized or incorporated,  and owned, by Accredited Investors
     who are not natural persons, estates or trusts.

1.2  This  Agreement  is to be read  with all  changes  in  gender  or number as
     required by the context.

1.3  The headings in this Agreement are for convenience of reference only and do
     not affect the interpretation of this Agreement.

1.4  Unless  otherwise  indicated,  all  dollar  amounts  referred  to  in  this
     Agreement are in lawful currency of the United States of America.

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1.5  This  Agreement is governed by,  subject to and  interpreted  in accordance
     with the laws prevailing in New York. The competent courts in New York, New
     York shall have sole and exclusive  jurisdiction on and dispute arising out
     or in connection with this Agreement.

2.   REPRESENTATIONS,   WARRANTIES,   COVENANTS  AND   ACKNOWLEDGEMENTS  OF  THE
     SUBSCRIBER

2.1  The Subscriber acknowledges, represents, warrants and covenants to and with
     the Corporation that, as at the date given above and at the Closing:

     (a)  no  prospectus  has  been  filed  by the  Corporation  with any of the
          Commissions  in  connection  with  the  issuance  of the  Units,  such
          issuance is exempted from the prospectus  requirements of the 1933 Act
          and that:

          (i)  the  Subscriber  is  restricted  from  using  most  of the  civil
               remedies available under the 1933 Act;

          (ii) the Subscriber may not receive  information  that would otherwise
               be required to be provided to it under the 1933 Act; and

          (iii)the Corporation is relieved from certain  obligations  that would
               otherwise apply under the 1933 Act;

     (b)  the Subscriber  certifies  that it is resident in the  jurisdiction(s)
          set out on the first page of this Agreement;

     (c)  the Subscriber is purchasing the  Subscriber's  Units as principal for
          its own account and not for the  benefit of any other  person,  and is
          purchasing the  Subscriber's  Units for investment only and not with a
          view to the resale or distribution  of all or any of the  Subscriber's
          Units;

     (d)  the Subscriber acknowledges that:

          (i)  no  securities  commission  or similar  regulatory  authority has
               reviewed or passed on the merits of the Units;

          (ii) there is no government or other insurance covering the Units;

          (iii) there are risks associated with the purchase of the Units;

          (iv) there are restrictions on the Subscriber's  ability to resell the
               Units and it is the  responsibility of the Subscriber to find out
               what  those  restrictions  are and to  comply  with  them  before
               selling the Units; and

          (v)  the  Corporation  has advised the Subscriber that the Corporation
               is  relying  on an  exemption  from  the  rules  and  regulations
               requiring it to provide the  Subscriber  with a prospectus and to
               sell  securities  through a person  registered to sell securities
               under  the 1933 Act and,  as a  consequence  of  acquiring  Units
               pursuant  to  an  Exemption,  certain  protections,   rights  and
               remedies provided by the 1933 Act, including  statutory rights of
               rescission or damages, will not be available to the Subscriber;

     (e)  the Subscriber is an Accredited  Investor,  by virtue of the fact that
          the Subscriber falls within one or more of the  sub-paragraphs  of the
          definition  of  Accredited  Investor  set out in  Appendix  I, and the
          Subscriber  has  checked  the   sub-paragraph(s)   applicable  to  the
          Subscriber;

     (f)  no  person   has  made  to  the   Subscriber   any   written  or  oral
          representations:

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<PAGE>
          (i)  that any person will resell or repurchase any of the Units;

          (ii) that any  person  will  refund the  purchase  price of any of the
               Units; or

          (iii) as to the future price or value of any of the Units;

     (g)  the  Subscriber  will not become a  "control  person" by virtue of the
          purchase  of the  Subscriber's  Shares,  and does not intend to act in
          concert with any other person to form a control group of the Issuer;

     (h)  the  Subscriber  has no  knowledge  of a "material  fact" or "material
          change" in the affairs of the Corporation  that has not been generally
          disclosed to the public,  save knowledge disclosed to it in connection
          with this particular transaction;

     (i)  the offer made by this  subscription  is irrevocable by the Subscriber
          and requires acceptance by the Corporation;

     (j)  the Corporation will have the right to accept this subscription  offer
          in whole or in part and the acceptance of this subscription offer will
          be  conditional  upon  the  sale  of  the  Subscriber's  Units  to the
          Subscriber   being  exempt  from  the  prospectus   and   registration
          requirements under applicable relevant securities legislation;

     (k)  the Subscriber has the legal capacity and competence to enter into and
          execute  this  Agreement  and to take all  actions  required  pursuant
          hereto and, if an  individual  is of full age of majority,  and if the
          Subscriber  is a  corporation  it is  duly  incorporated  and  validly
          subsisting  under the laws of its jurisdiction of  incorporation,  and
          all necessary approvals by its directors, shareholders and others have
          been given to authorize the  execution of this  Agreement on behalf of
          the Subscriber;

     (l)  the entering into of this Agreement and the transactions  contemplated
          hereby  will not  result  in the  violation  of any of the  terms  and
          provisions of any law  applicable to, or the  incorporation  documents
          of, the Subscriber or of any agreement,  written or oral, to which the
          Subscriber may be a party or by which it is or may be bound;

     (m)  this  Agreement has been duly executed and delivered by the Subscriber
          and  constitutes  a  legal,   valid  and  binding  obligation  of  the
          Subscriber enforceable against the Subscriber;

     (n)  the Subscriber has been advised to consult its own legal advisors with
          respect  to the  applicable  hold  periods  imposed  in respect of the
          Shares by applicable  securities  legislation and regulatory  policies
          and confirms that no representations by the Corporation have been made
          respecting the hold periods applicable to the Units;

     (o)  the Subscriber is aware of the risks and other  characteristics of the
          Units  and of the fact that the  Subscriber  may not be able to resell
          the Units  purchased by it except in  accordance  with the  applicable
          securities  legislation and regulatory policies and that the Units may
          be  subject  to  resale  restrictions  and may bear a  legend  to this
          effect;

     (p)  if required by applicable securities  legislation,  policy or order or
          by any  securities  commission,  stock  exchange  or other  regulatory
          authority,  the Subscriber will execute,  deliver,  file and otherwise
          assist the Corporation in filing, such reports, undertakings and other
          documents  with  respect  to the  issue of the  Corporation  as may be
          required;

     (q)  the  Subscriber has not purchased the Units as a result of any form of
          general solicitation or general advertising, including advertisements,
          articles,  notices or other communication  published in any newspaper,
          magazine  or similar  media or  broadcast  over radio,  television  or
          internet or any seminar or meeting whose  attendees  have been invited
          by general solicitation or general advertising;

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<PAGE>
     (r)  the Subscriber has such knowledge in financial and business affairs as
          to be capable of evaluating the merits and risks of its investment and
          is able to bear the economic risk of loss of its investment;

     (s)  the Subscriber  agrees that the  Corporation may be required by law or
          otherwise to disclose to  regulatory  authorities  the identity of the
          Subscriber and, if applicable,  the beneficial  purchaser for whom the
          Subscriber may be acting; and

     (t)  the  Subscriber  agrees  that the above  representations,  warranties,
          covenants and  acknowledgements  in this  subsection  will be true and
          correct both as of the  execution of this  subscription  and as of the
          day of Closing.

     (u)  the  Subscriber  has: (i) reviewed  all of the  Corporation's  filings
          under the 1934 Act; and (ii) been given the chance to ask questions of
          the Corporation's  officers and directors;  and (iii) received answers
          to all questions asked

2.2  The foregoing representations,  warranties,  covenants and acknowledgements
     are made by the Subscriber  with the intent that they be relied upon by the
     Corporation in determining  its  suitability as a purchaser of Shares,  and
     the  Subscriber  hereby  agrees to indemnify  the  Corporation  against all
     losses,  claims,  costs,  expenses and damages or liabilities  which any of
     them may suffer or incur as a result of reliance  thereon.  The  Subscriber
     undertakes  to notify  the  Corporation  immediately  of any  change in any
     representation,  warranty or other  information  relating to the Subscriber
     set forth herein which takes place prior to the Closing.

3.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION

3.1  The  Corporation  represents,  warrants and covenants  that, as of the date
     given above and at the Closing:

     (a)  the  Corporation  is a valid and subsisting  corporation  incorporated
          under the laws of the State of Nevada;

     (b)  the Corporation  is, where  required,  duly registered and licensed to
          carry on business in the jurisdictions in which it carries on business
          or owns property where  required under the laws of that  jurisdiction,
          except  where in  failure  to so  register  will  not have a  material
          adverse effect on the Corporation;

     (c)  the  Corporation  has sufficient  non-issued  shares in its authorized
          share  capital  to issue the  Units,  including  the  Shares  that are
          issuable  upon the proper  exercise  of the  Warrants,  and upon their
          issuance  the Shares  comprising  the Units  will be duly and  validly
          issued as fully paid and non-assessable, and when issued in accordance
          with the proper exercise of the Warrants,  including the payment , the
          Shares issuable  thereunder  shall be duly and validly issued as fully
          paid and non-assessable;

     (d)  the   Corporation   has  complied  and  will  comply  fully  with  the
          requirements  of all  applicable  corporate  and  securities  laws and
          administrative policies and directions in relation to the issue of its
          securities and in all matters relating to the Private Placement;

     (e)  the issue and sale of the Units by the  Corporation  does not and will
          not  conflict  with,  and does not and will not result in a breach of,
          any of the terms of the Corporation's  incorporating  documents or any
          agreement  or  instrument  to which the  Corporation  is a party or by
          which it is bound;

     (f)  except as disclosed in the  Corporations  filings with the Commission,
          the  Corporation  is not a party to any actions,  suits or proceedings
          which could materially affect its business or financial condition, and
          except for the events  already  disclosed by the  Corporation,  to the
          best  of  the  Corporation's  knowledge  no  such  actions,  suits  or
          proceedings are contemplated or have been threatened;

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     (g)  this Agreement has been or will be by the Closing,  duly authorized by
          all necessary corporate action on the part of the Corporation, and the
          Issuer  has or will  have by the  Closing  full  corporate  power  and
          authority to undertake the Private Placement; and

     (h)  no  order  ceasing  or   suspending   trading  in  securities  of  the
          Corporation  nor  prohibiting  the  sale of such  securities  has been
          issued to and is outstanding against the Corporation or its directors,
          officers or promoters or against any other  companies that have common
          directors,  officers or promoters and no investigations or proceedings
          for such purposes are pending or threatened.

3.2  The representations  and warranties  contained in this section will survive
     the Closing for a period of one year.

3.3  Upon acceptance of this subscription, the Corporation agrees and undertakes
     that it  shall  file a  registration  statement  within  30 days  with  the
     Commission  and  ensure  that  such  Registration  Statements  is  declared
     effective  by  the  Commission   within  100  days   thereafter,   for  the
     registration  for resale of the Shares  comprising the Units and the Shares
     that may be issued upon the exercise of the  Warrants,  and shall keep such
     registration  statement  continuously  effective  under the  Securities Act
     until all securities covered by such registration statement have been sold,
     or may be sold without volume  restrictions  pursuant to Rule 144(k) of the
     SEC.  The date the  shares be sold under  Rule  144(k)  shall be called the
     "Release Date".

     Notwithstanding  anything to the contrary, if: (i) a Registration Statement
is not filed on or prior to 30 days form the date  herein,  (ii) a  Registration
Statement filed or required to be filed  hereunder is not declared  effective by
the  Commission  within  100  days,  (iii)  after its date of  effectiveness,  a
Registration Statement ceases for any reason to remain continuously effective as
to all securities for which it is required to be effective,  or the  subscribers
are  otherwise not  permitted to utilize the  Prospectus  therein to resell such
Shares for more than 30  consecutive  calendar days or more than an aggregate of
90  calendar  days during any  12-month  period  (which need not be  consecutive
calendar days) (any such failure or breach being referred to as an "Event",  and
for purposes of clause (i) or (ii) the date on which such Event  occurs,  or for
purposes  of (iii)  the date on which  such 20 or 30  calendar  day  period,  as
applicable,  is exceeded being referred to as "Event Date"), then in addition to
any other rights the  subscribers  may have, on each such Event Date and on each
monthly  anniversary of each such Event Date (if the applicable  Event shall not
have  been  cured  by such  date)  until  the  applicable  Event is  cured,  the
subscribers  may require the  Corporation to pay to each subscriber an amount in
cash,  a  penalty,  equal to 1.5% of the  aggregate  purchase  price paid by the
Subscriber  pursuant to this Subscription  Agreement for any Shares then held by
such subscriber until the Release Date. If the Corporation fails to pay any such
penalty  in full  within  seven  days  after  the date of  notice  thereof,  the
Corporation will pay interest thereon at a rate of 18% per annum (or such lesser
maximum  amount  that  is  permitted  to be  paid  by  applicable  law)  to  the
subscriber, accruing daily from the date such partial liquidated damages are due
until  such  amounts,  plus all such  interest  thereon,  are paid in full.  The
penalty  pursuant to the terms hereof shall apply on a daily  pro-rata basis for
any portion of a month prior to the cure of an Event.

4.   WITHDRAWL OF SUBSCRIPTION

4.1  The  Subscriber  waives  the right to  withdraw  this  subscription  and to
     terminate its obligations hereunder at any time before the Closing.

5.   CLOSING

5.1  The Closing will take place on such date or dates to be  determined  by the
     Issuer,  and if a Closing does not occur on or before 30 days from the date
     herein,  the  subscription  proceeds  will be  returned  to the  Subscriber
     without interest or deduction.

5.2  Upon  execution  of this  Agreement,  the  Subscriber  will  deliver to the
     Corporation:

     (a)  this subscription form, duly executed;

     (b)  at Closing  Subscriber  will  deliver to the  Corporation  a certified
          check,  wire  transfer  or bank  draft  for  the  total  price  of the
          Subscriber's Units made payable to the Corporation; and

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     (c)  the completed applicable Appendices.

5.3  At Closing,  the Corporation  will deliver (a) a copy of the  Corporation's
     board of directors  resolution  certified by an  authorized  officer of the
     Corporation,  approving the issuance of the  securities in accordance  with
     the sale of the Units  hereunder;  (b) irrevocable  instructions to the its
     transfer  agent  to  issue  as soon  as is  reasonably  practicable  to the
     subscribers share  certificates for the Subscriber's  Shares and (c) to the
     Subscriber the certificate(s)  representing the Warrants  registered in the
     name of the Subscriber or its nominee.

6.   RESALE RESTRICTIONS

The Subscriber  understands and  acknowledges  that the Units will be subject to
resale  restrictions under United States securities laws, the terms of which may
be endorsed  on the  certificates  representing  the Units,  and the  Subscriber
agrees to comply with such resale restrictions. The Subscriber also acknowledges
that it has been advised to consult with its own independent  legal advisor with
respect to the  applicable  resale  restrictions  and the  Subscriber  is solely
responsible  for complying  with such  restrictions  and the  Corporation is not
responsible for ensuring compliance by the Subscriber with the applicable resale
restrictions.

7.   USE OF PERSONAL INFORMATION

7.1  The Subscriber  hereby  acknowledges and consents to: (i) the disclosure by
     the Subscriber and the Corporation of Personal  Information  concerning the
     Subscriber  to a securities  commission  or other  regulatory  authority (a
     "Securities Commission"), or to a stock exchange and any of its affiliates,
     authorized agents, subsidiaries and divisions, (collectively referred to as
     "an  Exchange");  and (ii) the  collection,  use and disclosure of Personal
     Information  by an Exchange  for the  following  purposes  (or as otherwise
     identified by such Exchange, from time to time):

     (a)  to conduct background checks;
     (b)  to verify the Personal  Information  that has been provided  about the
          Subscriber;
     (c)  to  consider  the  suitability  of  the  Subscriber  as  a  holder  of
          securities of the Corporation;
     (d)  to  consider  the  eligibility  of  the  Corporation  to  list  on the
          Exchange;
     (e)  to provide disclosure to market  participants as the security holdings
          of the  Corporation's  shareholders,  and their  involvement  with any
          other  reporting  issuers,  issuers  subject to a cease trade order or
          bankruptcy,   and  information  respecting  penalties,   sanctions  or
          personal  bankruptcies,  and possible  conflicts of interest  with the
          Issuer;
     (f)  to detect and prevent fraud;
     (g)  to conduct enforcement proceedings; and
     (h)  to  perform  other   investigations  as  required  by  and  to  ensure
          compliance   with  all  applicable   rules,   policies,   rulings  and
          regulations of an Exchange, securities legislation and other legal and
          regulatory  requirements  governing the conduct and  protection of the
          public markets.

7.2  Herein,   "Personal   Information"   includes  any  information  about  the
     Subscriber  required  to be  disclosed  to a  Securities  Commission  or an
     Exchange, whether pursuant to a Securities Commission or Exchange form or a
     request made by a Securities Commission or an Exchange.

7.3  The  Subscriber  acknowledges  and  consents  to:  (i) the  fact  that  the
     Corporation  is  collecting  his  Personal  Information  for the purpose of
     completing  this  Agreement;   (ii)  the  Issuer  retaining  such  Personal
     Information  for as  long  as  permitted  or  required  by law or  business
     practices;  (iii)  the  fact  that  the  Corporation  may  be  required  by
     securities  laws,  the rules and policies of any stock  exchange to provide
     regulatory  authorities  with  any  Personal  Information  provided  by the
     Subscriber in this Agreement.

8.   MISCELLANEOUS

8.1  Subject to  Section  8.4  hereof,  the  Subscriber  hereby  authorizes  the
     Corporation  to  correct  any  formal  errors  in,  or  complete  any minor
     information  missing from this  Agreement  and any  Appendix  that has been

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     executed  by the  Subscriber  and  delivered  to the  Corporation,  but the
     Corporation may not correct any errors in substance  without the consent of
     the subscriber. The Subscriber consents to the filing of such documents and
     any other  documents  as may be  required  to be filed with any  Securities
     Commission in connection with the Private Placement.

8.2  This Agreement,  which includes any interest granted or right arising under
     this Agreement, may not be assigned or transferred.

8.3  Except as  expressly  provided  in this  Agreement  and in the  agreements,
     instruments and other documents  contemplated or provided for herein,  this
     Agreement contains the entire agreement between the Parties with respect to
     the  Units and there are no other  terms,  conditions,  representations  or
     warranties  whether expressed,  implied,  oral or written,  by statute,  by
     common law, by the Corporation, or by anyone else.

8.4  The Parties may amend this Agreement only in writing.

8.5  This  Agreement  enures to the  benefit of and is binding  upon the Parties
     and, as the case may be, their respective heirs, executors,  administrators
     and, successors.

8.6  A Party will give all notices or other written  communications to the other
     Party  concerning this Agreement by hand or by registered mail addressed to
     such other Party's  respective  address which is noted on the cover page of
     this Agreement.

8.7  This  Agreement  may be  executed  in  counterparts,  each  of  which  when
     delivered  will be deemed to be an original and all of which  together will
     constitute one and the same document and the  Corporation  will be entitled
     to rely on  delivery  by  facsimile  machine  of an  executed  copy of this
     subscription, and acceptance by the Corporation of such facsimile copy will
     be equally  effective to create a valid and binding  agreement  between the
     Subscriber  and  the  Issuer  as  if  the   Corporation  had  accepted  the
     subscription originally executed by the Subscriber.

8.8. Without limiting the generality of the parties' confidentiality obligations
     and  subject  to any duty  imposed  by any  applicable  law,  it is  agreed
     immediately  subsequent  to the Closing the  Corporation  will announce the
     transaction  hereof by  issuing a press  releases  and  making  such  other
     filings as required by applicable law.


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                                   APPENDIX I

                     U.S. ACCREDITED INVESTOR QUESTIONNAIRE

The Subscriber  understands and agrees that the Units (which for the purposes of
this  Questionnaire  include the Shares,  the Warrants,  and the Shares issuable
upon  the  proper  exercise  of the  Warrants)  have  not  been  and will not be
registered under the United States SECURITIES ACT OF 1933, as amended (the "1933
Act"), or applicable  state securities laws, and the Units are being offered and
sold by the Issuer to the  Subscriber  in reliance upon Rule 506 of Regulation D
under  the 1933  Act.  Terms  used but not  defined  in this  Appendix  have the
meanings  ascribed thereto in the Subscription  Agreement of which this Appendix
forms a part.

The  Subscriber  represents,  warrants  and  covenants  (which  representations,
warranties  and  covenants  shall  survive  the  Closing)  to the  Issuer,  (and
acknowledges that the Issuer is relying thereon) that:

     (a)  it has such knowledge and experience in financial and business matters
          as to be capable of evaluating the merits, and risks of the investment
          and it is able to bear the economic risk of loss of the investment;

     (b)  it is  purchasing  the Units for its own account or for the account of
          one or more persons (a "Beneficial Purchaser") for investment purposes
          only and not with a view to resale or distribution and, in particular,
          neither  it nor any  Beneficial  Purchaser  for  whose  account  it is
          purchasing the Shares has any intention to distribute  either directly
          or  indirectly  any  of the  Units  in the  United  States;  provided,
          however,  that the Units may be offered, sold or otherwise disposed of
          pursuant  to  registration  thereof  pursuant  to the 1933 Act and any
          applicable  state  securities  laws or under an  exemption  from  such
          registration requirements;

     (c)  it, and if applicable,  each Beneficial Purchaser for whose account it
          is purchasing the Units is a U.S.  Accredited  Investor that satisfies
          one or more of the categories of U.S.  Accredited  Investor  indicated
          below (THE SUBSCRIBER MUST INITIAL "SUB" FOR THE SUBSCRIBER,  AND "BP"
          FOR EACH BENEFICIAL PURCHASER, IF ANY, ON THE APPROPRIATE LINE(S)):

     ____ Category 1.   A bank,  as defined in Section  3(a)(2) of the 1933 Act,
                        whether acting in its individual or fiduciary capacity;

     ____ Category 2.   A savings and loan  association or other  institution as
                        defined in Section  3(a)(5)(A) of the 1933 Act,  whether
                        acting in its individual or fiduciary capacity;

     ____ Category 3.   A broker or dealer registered  pursuant to Section 15 of
                        the United States Securities Exchange Act of 1934;

     ____ Category 4.   An insurance  company as defined in Section 2(13) of the
                        1933 Act;

     ____ Category 5.   An investment company registered under the United States
                        Investment Company Act of 1940;

     ____ Category 6.   A  business  development  company  as defined in Section
                        2(a)(48) of the United States Investment  Company Act of
                        1940;

     ____ Category 7.   A small business investment company licensed by the U.S.
                        Small Business  Administration  under Section 301 (c) or
                        (d) of the United States Small  Business  Investment Act
                        of 1958;
<PAGE>
     ____ Category 8.   A  plan  established  and  maintained  by a  state,  its
                        political  subdivisions or any agency or instrumentality
                        of a  state  or  its  political  subdivisions,  for  the
                        benefit of its employees, with total assets in excess of
                        U.S. $5,000,000;

     ____ Category 9.   An  employee  benefit  plan  within  the  meaning of the
                        United States Employee Retirement Income Security Act of
                        1974 in which the investment  decision is made by a plan
                        fiduciary,  as  defined  in  Section  3(21) of such Act,
                        which is either a bank,  savings  and loan  association,
                        insurance company or registered  investment  adviser, or
                        an employee  benefit plan with total assets in excess of
                        U.S.  $5,000,000  or,  if  a  self-directed  plan,  with
                        investment  decisions  made  solely by  persons  who are
                        accredited investors;

     ____ Category 10.  A private  business  development  company  as defined in
                        Section  202(a)(22)  of  the  United  States  Investment
                        Advisers Act of 1940;

     ____ Category 11.  An  organization  described in Section  501(c)(3) of the
                        United States  Internal  Revenue Code, a corporation,  a
                        Massachusetts   or   similar   business   trust,   or  a
                        partnership,  not  formed  for the  specific  purpose of
                        acquiring the securities  offered,  with total assets in
                        excess of U.S. $5,000,000;

     ____ Category 12.  Any director or executive officer of the Issuer;

     ____ Category 13.  A natural person whose  individual  net worth,  or joint
                        net worth with that person's spouse,  at the date hereof
                        exceeds U.S. $1,000,000;

     ____ Category 14.  A natural person who had an individual  income in excess
                        of U.S. $200,000 in each of the two most recent years or
                        joint income with that person's spouse in excess of U.S.
                        $300,000  in each of those  years  and has a  reasonable
                        expectation  of reaching  the same  income  level in the
                        current year;

     ____ Category 15.  A trust, with total assets in excess of U.S. $5,000,000,
                        not formed for the  specific  purpose of  acquiring  the
                        securities  offered,  whose  purchase  is  directed by a
                        sophisticated  person as described in Rule 506(b)(2)(ii)
                        under the 1933 Act; or

     ____ Category 16.  Any  entity in which all of the equity  owners  meet the
                        requirements of at least one of the above categories;

     (d)  it has not  purchased  the  Units as a result  of any form of  general
          solicitation  or  general   advertising,   including   advertisements,
          articles,  notices or other communications published in any newspaper,
          magazine or similar media or broadcast over radio,  or television,  or
          any seminar or meeting  whose  attendees  have been invited by general
          solicitation or general advertising;

     (e)  it agrees that if it decides to offer, sell or otherwise  transfer the
          Units, it will not offer, sell or otherwise transfer any of such Units
          directly or indirectly, unless:

          (i)  the transfer is to the Issuer;

          (ii) the transfer is made outside the United  States in a  transaction
               meeting the  requirements  of Rule 904 of  Regulation S under the
               1933  Act  and in  compliance  with  applicable  local  laws  and
               regulations;

          (iii)the transfer is made in compliance  with the  exemption  from the
               registration requirements under the 1933 Act provided by Rule 144
               thereunder, if available, and in accordance with applicable state
               securities laws; or
<PAGE>
          (iv) the Units are transferred in a transaction  that does not require
               registration  under the 1933 Act or any applicable state laws and
               regulations governing the offer and sale of securities; and

          it has prior to such  sale  furnished  to the  Issuer  an  opinion  of
          counsel or other  evidence of  exemption,  in either  case  reasonably
          satisfactory to the Issuer;

     (f)  it understands that upon the issuance thereof,  and until such time as
          the same is no longer  required under the applicable  requirements  of
          the 1933 Act or  applicable  U.S.  state  laws  and  regulations,  the
          certificates   representing   the   Units   will   bear  a  legend  in
          substantially the following form:

                 "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN AND
                 WILL  NOT  BE  REGISTERED  UNDER  THE  UNITED  STATES
                 SECURITIES  ACT OF 1933, AS AMENDED (THE "1933 ACT").
                 THESE  SECURITIES  MAY BE OFFERED,  SOLD,  PLEDGED OR
                 OTHERWISE  TRANSFERRED  ONLY (A) TO THE COMPANY,  (B)
                 OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904
                 OF REGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE
                 WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                 UNDER THE 1933 ACT  PROVIDED BY RULE 144  THEREUNDER,
                 IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE
                 SECURITIES  LAWS, OR (D) IN A  TRANSACTION  THAT DOES
                 NOT  REQUIRE  REGISTRATION  UNDER THE 1933 ACT OR ANY
                 APPLICABLE  STATE LAWS,  AND THE HOLDER HAS, PRIOR TO
                 SUCH  SALE,  FURNISHED  TO THE  COMPANY AN OPINION OF
                 COUNSEL OR OTHER  EVIDENCE  OF  EXEMPTION,  IN EITHER
                 CASE REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY
                 OF  THIS   CERTIFICATE   MAY  NOT  CONSTITUTE   "GOOD
                 DELIVERY"  IN  SETTLEMENT  OF  TRANSACTIONS  ON STOCK
                 EXCHANGES IN CANADA. IF THE SECURITIES ARE BEING SOLD
                 AT ANY TIME THE  COMPANY  IS A  "FOREIGN  ISSUER"  AS
                 DEFINED  IN  RULE  902  UNDER  THE  1933  ACT,  A NEW
                 CERTIFICATE, BEARING NO LEGEND, THE DELIVERY OF WHICH
                 WILL CONSTITUTE  "GOOD DELIVERY" MAY BE OBTAINED FROM
                 THE  COMPANY'S  TRANSFER  AGENT UPON DELIVERY OF THIS
                 CERTIFICATE AND A DULY EXECUTED DECLARATION,  IN FORM
                 SATISFACTORY   TO  THE  COMPANY  AND  THE   COMPANY'S
                 TRANSFER  AGENT  TO THE  EFFECT  THAT THE SALE OF THE
                 SECURITIES IS BEING MADE IN COMPLIANCE  WITH RULE 904
                 OF REGULATION S UNDER THE 1933 ACT."

          provided,  that if Units are being sold under  clause (B) above,  at a
          time when the  Issuer is a  "foreign  issuer"  as  defined in Rule 902
          under the 1933 Act,  the  legend  set forth  above may be  removed  by
          providing  a  declaration  in such form as the Issuer may from time to
          time prescribe to the Issuer's  transfer agent, to the effect that the
          sale of the  securities is being made in  compliance  with Rule 904 of
          Regulation S under the 1933 Act;

     (g)  if any of the Units are being  sold  pursuant  to Rule 144 of the 1933
          Act,  the legend may be removed by delivery to the  Issuer's  transfer
          agent of an opinion  satisfactory to the Issuer to the effect that the
          legend is no longer required under applicable requirements of the 1933
          Act or state securities laws;

     (h)  it has had the  opportunity  to ask  questions of and receive  answers
          from the Issuer  regarding  the  investment,  and has received all the
          information regarding the Issuer that it has requested;

     (i)  it understands that the Issuer or its registrar and transfer agent may
          not record any transfer of Units  without  first being  notified  that
          such  transfer  is  exempt  from or not  subject  to the  registration
          requirements of the 1933 Act and applicable state securities laws;
<PAGE>
     (j)  it consents  to the Issuer  making a notation on its records or giving
          instruction to the registrar and transfer agent of the Issuer in order
          to implement  the  restrictions  on transfer  set forth and  described
          herein;

     (k)  it understands and  acknowledges  that the Issuer may not successfully
          file with the United States Securities and Exchange Commission or with
          any state securities administrator a registration statement in respect
          of the resale of the Shares in the United States;

     (l)  it understands and agrees that there may be material tax  consequences
          to the Subscriber of an acquisition, disposition or exercise of any of
          the Units;  the Issuer  gives no opinion  and makes no  representation
          with respect to the tax  consequences  to the Subscriber  under United
          States,   state,   local  or  foreign  tax  law  of  the  Subscriber's
          acquisition  or  disposition  of  such  Shares;   in  particular,   no
          determination  has been made  whether  the  Issuer  will be a "passive
          foreign  investment  company"  ("PFIC")  within the meaning of Section
          1291 of the United States Internal Revenue Code;

     (m)  it  acknowledges  that the  representations,  warranties and covenants
          contained  in this  Appendix  are made by it with the intent that they
          may be relied upon by the Issuer in determining its eligibility or the
          eligibility of others on whose behalf it is contracting  thereunder to
          purchase  Units.  It  agrees  that by  accepting  Units  it  shall  be
          representing  and warranting that the  representations  and warranties
          above are true as at the Closing  with the same force and effect as if
          they had been made by it at the  Closing  and that they shall  survive
          the  purchase  by it of Units s and shall  continue  in full force and
          effect  notwithstanding  any  subsequent  disposition  by it  of  such
          securities.

The Subscriber  undertakes to notify the Issuer immediately of any change in any
representation,  warranty or other information relating to the Subscriber or any
Beneficial Purchaser set forth herein which takes place prior to the Closing.

IN WITNESS  WHEREOF,  the undersigned has executed this  Questionnaire as of the
____ day of _______________________ , 20__.


If a Corporation, Partnership                 If an Individual:
or Other Entity:

__________________________________            __________________________________
Name of Entity                                Signature

__________________________________            __________________________________
Type of Entity                                Print or Type Name

__________________________________
Signature of Person Signing

__________________________________
Print or Type Name and Title of
Person Signing